Woodruff Sawyer
MONTH-IN-BRIEF (Mar 2025)
Delaware Superior Court Addresses Whether a Forum Selection Clause in a Membership Interest Purchase Agreement Conveys Jurisdiction over a Third-Party Beneficiary to the Agreement
By Shawn Garrett, Founding Attorney, Garrett, PLLC
On March 6, 2025, the Delaware Superior Court issued its decision in Curam, LLC (“Curam”), v. Brandon Gray (“Gray”) and Stephanie Chase as executor of the Estate of Michael J. O'Connell (“O’Connell”). This matter stems from Gray’s sale of three medical companies to Curam. These companies were initially started by O’Connell. At some point prior to the sale, O’Connell transferred the companies to Gray due to allegations filed against O’Connell. The present sale was effectuated by a Membership Interest Purchase Agreement (the “Agreement”) that contained representations and warranties regarding the companies’ financial positions, which Curam contends in its complaint were false.
